Expansion in the Building. Tenant shall, during the Base Term, have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a), “Available Space” shall mean the balance of the rentable square footage in the Building not already included as part of the Premises, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the Building, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.
Appears in 3 contracts
Samples: Lease Agreement (Kala Pharmaceuticals, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.), Lease Agreement (Kala Pharmaceuticals, Inc.)
Expansion in the Building. Tenant shall, during the Base Term, shall have the one-time a right, but not the obligation, subject to the terms of this Section 39(a), to expand the Premises (the “Expansion RightRight of First Offer”) to include any Available the ROFO Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available ROFO Space” shall mean the balance of the rentable square footage any leasable space in the Building not already included as part of the Premises, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is Tenant acknowledges that if Landlord so elects, in its sole and absolute discretion, all or any Available portion of the ROFO Space may be built out by Landlord on a “spec” basis and offered to Tenant in such condition pursuant to this Section 39(a). The first time all or a portion of the BuildingROFO Space becomes available after the initial leasing of the ROFO Space following the mutual execution of this Lease by the parties, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion ROFO Notice”) of the availability of such Available ROFO Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available ROFO Space. Tenant shall be entitled required to exercise its right under this Section 39(a) only with respect to all of the ROFO Space described in the ROFO Notice (the “Identified ROFO Space”). The term of this Lease with respect to the entire Available ROFO Space described in such Expansion Notice (“Identified Available Space”)may not be co-terminous with the Term of this Lease with respect to the then-existing Premises. Tenant shall have 5 business days following delivery receipt of the Expansion ROFO Notice to deliver to Landlord written notification of Tenant’s exercise its Right of the Expansion Right First Offer with respect to the Identified Available ROFO Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to does not deliver an Exercise Notice to Landlord for the Identified Available Space within the required such 5 business day period, then Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available ROFO Space, and Landlord shall have the right to lease the Identified Available ROFO Space to any third party on any terms and conditions acceptable to Landlord.. 3115 Xxxxxxxxxx/Erasca - Page 35
Appears in 3 contracts
Samples: Lease Agreement (Erasca, Inc.), Lease Agreement (Erasca, Inc.), Lease Agreement (Erasca, Inc.)
Expansion in the Building. Subject to the rights of existing tenants of the Project as of the Effective Date and to the terms of this Section 39(a), Tenant shall, shall have the ongoing right during the Base Term, have the one-time right, but not the obligation, subject to the terms of this Section 39(a), to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available Expansion Space” shall mean the balance of the rentable square footage in the Building not already included as part of the Premises, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 36 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available all or a portion of the Expansion Space in the Buildingbecomes available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Expansion Space. For the avoidance of doubt, Tenant shall be entitled required to exercise its right under this Section 39(a) only with respect to all of the entire Available Space space described in such the Expansion Notice (“Identified Available Space”). Txxxxx acknowledges and agrees that the term of this Lease with respect to the Identified Space may not be co-terminous with the Term of this Lease with respect to the then-existing Premises. Tenant shall have 5 10 business days following delivery receipt of the Expansion Notice to deliver to Landlord written notification of TenantTxxxxx’s exercise of the Expansion Right (“Exercise Notice”) with respect to the Identified Available Space (“Space. If Tenant does not deliver an Exercise Notice”). Notice to Landlord within such 10 business day period, then Tenant shall be entitled deemed to have waived its rights under this Section 39(a) to lease such the Identified Available Space, and Landlord shall have the right to lease the Identified Space upon the to any third party on any terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable acceptable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original PremisesLandlord. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 12 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.
Appears in 2 contracts
Samples: Lease Agreement (CARGO Therapeutics, Inc.), Lease Agreement (CARGO Therapeutics, Inc.)
Expansion in the Building. Tenant shall, Each time during the Base Term, have the one-time right, but not the obligation, Term that Landlord receives a written offer which is acceptable to expand the Premises Landlord or makes a written offer (the “Expansion RightPending Deal”) to include lease all or any portion the Available Building Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a), “Available Space” shall mean the balance of the rentable square footage in the Building not already included (as part of the Premises, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish hereinafter defined) to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the Buildingthird party, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Pending Deal Notice”) of the existence of such Available SpacePending. Deal; provided, together with however, that nothing contained herein shall obligate Landlord to deliver more than 1 Pending Deal Notice if more than 1 offer is received from or made to the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at same third party. Within 7 business days after Tenant’s receipt of the Market Rate (as defined in Section 40(a) below) for such Available Space. Pending Deal Notice, Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of notice (the “Space Acceptance Notice”) if Tenant elects to lease the Available Building Space. Tenant’s exercise of right to receive the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled Pending Deal Notice and election to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for or not lease the Available Building Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), 40 is hereinafter referred to as the “Right of First Refusal.” If Tenant shall have no right thereafter to rescind or elect not elects to lease the Available Space. Tenant acknowledges that Building Space by delivering the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Acceptance Notice to Landlord for the Identified Available Space within the required 5 7 business day period, Tenant shall be deemed to have forever waived its rights agree to lease all of the Available Building Space described in the Pending Deal Notice but on the same terms and conditions of this Lease except: (a) that the Premises demised under this Section 39(athe Lease shall be increased to include the rentable square feet of the Available Building Space; (b) Tenant’s Share of Operating Expenses shall be increased based upon the addition of the Available Building Space to the Premises; and (c) Tenant shall not be entitled to any TI Allowance or Vivarium Allowance with respect to the Available Building Space. Tenant’s failure to deliver a Space Acceptance Notice to Landlord within the required 7 business day period shall be deemed to be an election by Tenant not to exercise Tenant’s right to lease the Identified Available Space, Building Space and Landlord shall have the right to lease the Identified Available Building Space to any third party and on any terms and conditions acceptable to Landlord. For purposes of this Section 40(a), “Available Building Space” shall mean any other space in the Building.
Appears in 2 contracts
Samples: Lease Agreement (Ambrx Biopharma Inc.), Lease Agreement (Ambrx Biopharma Inc.)
Expansion in the Building. Tenant shall, shall have the one-time right during the Base Term, have subject to the one-time rightsuperior rights existing as of the date of this Lease of any existing tenants of the Project, but not the obligation, subject to the terms of this Section 39(a), to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available Expansion Space” shall mean the balance of the rentable square footage that certain space in the Building not already included commonly known as part of the PremisesSuites 125 and 225, as more particularly described on Exhibit J attached hereto, containing approximately 45,465 rentable square feet, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available all or a portion of the Expansion Space in the Buildingbecomes available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Expansion Space. For the avoidance of doubt, Tenant shall be entitled required to exercise its right under this Section 39(a) only with respect to all of the space described in the Expansion Notice, which may include space at the Project in addition to the Expansion Space (the “Identified Expansion Space”). The term of this Lease with respect to the entire Available Identified Expansion Space described in such Expansion Notice (“Identified Available Space”)may not be co-terminous with the Term of this Lease with respect to the then-existing Premises. Tenant shall have 5 10 business days following delivery receipt of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right (“Exercise Notice”) with respect to the Identified Available Space (“Expansion Space. If Tenant does not deliver an Exercise Notice”). Notice to Landlord within such 10 business day period, then Tenant shall be entitled deemed to have waived its rights under this Section 39(a) to lease such the Identified Available Expansion Space, and Landlord shall have the right to lease the Identified Expansion Space upon the to any third party on any terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable acceptable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original PremisesLandlord. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.
Appears in 2 contracts
Samples: Lease Agreement (Zentalis Pharmaceuticals, Inc.), Lease Agreement (Zentalis Pharmaceuticals, LLC)
Expansion in the Building. Tenant shall, during the Base Term, have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a), “Available Expansion Space” Net Multi-Tenant Laboratory 801 Capitola/Heat Biologics - Page 28 shall mean the balance that certain portion of the Building, consisting of approximately 4,764 rentable square footage in feet as shown on Exhibit G attached hereto, to the Building not already included as part of the Premises, which extent that such Expansion Space is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available the Expansion Space in the Buildingbecomes available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Expansion Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Expansion Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Expansion Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Expansion Space, and Landlord shall have the right to lease the Identified Available Expansion Space to any third party on any terms and conditions acceptable to Landlord.
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Expansion in the Building. Following the Second Expansion Premises Commencement Date, Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a8(a), “Available Expansion Space” shall mean that certain space on the balance second floor of the Building consisting of approximately 9,521 rentable square footage in the Building not already included feet commonly known as part of the PremisesSuite 201, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is being terminated or whose lease is expiring within 6 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available all or a portion of the Expansion Space in the Building, become available Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Expansion Space. Tenant shall be entitled to exercise its right under this Section 39(a8(a) only with respect to the entire Available Expansion Space described identified in such the Expansion Notice (“Identified Available Expansion Space”). Tenant shall have 5 10 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right (“Exercise Notice”) with respect to the Identified Available Space (“Exercise Notice”)Expansion Space. Tenant shall be entitled to lease such the Identified Available Expansion Space upon the terms and conditions set forth in the Expansion NoticeNotice and otherwise consistent with the terms of the Lease. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the The Term of the Lease with respect to the Identified Available Expansion Space may not be co-terminous with the Term of the Lease with respect to the original then-existing Premises, but in no event shall the Term of the lease with respect to the Identified Expansion Space be longer than 7 years from the date on which the Lease commences with respect to the Identified Expansion Space. Notwithstanding anything to the contrary contain herein, in no event shall the Fourth Amendment Improvement Allowance apply with respect to the Identified Expansion Space. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Expansion Space within the required 10 735942723.7 4 business day period, Tenant shall be deemed to have waived its rights under this Section 8(a) to lease the Expansion Space, and Landlord shall have the right to lease the Expansion Space to any third party on any terms and conditions acceptable to Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a8(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term Extended Expiration Date if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for 39 of the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlordoriginal Lease.
Appears in 1 contract
Expansion in the Building. Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available Expansion Space (as defined below) in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a)Section, “Available Expansion Space” shall mean the balance of the rentable square footage any space in the Building not already included as part of the Premises, which that is not occupied by a tenant or which that is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. In no event shall the Expansion Space include any space on the first floor for the On Site Food Service (unless Landlord is not then operating and does not intend to operate the On Site Food Service) or Landlord’s management office. If there is any Available Expansion Space in the Building, Landlord shall, at when the availability of the Expansion Space becomes known (but not earlier than 180 days before such time as Landlord shall elect so long as Tenant’s rights hereunder are preservedavailability), deliver to Tenant written notice (the “Expansion Notice”) of such Available the Expansion Space, together with . The Expansion Notice shall set forth the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent the Expansion Space to Tenant. The rental terms for the Expansion Space shall be at the Market Rate fair market rent, including market concessions (collectively, “Expansion Space FMR/Concessions”) as defined in Section 40(a) below) for such Available Spacemutually determined by Landlord and Tenant, and the Expansion Notice shall set forth Landlord’s proposed Expansion Space FMR/Concessions. Tenant shall be entitled respond to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice within 10 business days after receipt thereof, which response shall state that Tenant (1) declines to deliver to Landlord written notification of Tenant’s exercise of lease the Expansion Right with respect to the Identified Available Space Space, (“Exercise Notice”). Tenant shall be entitled 2) agrees to lease such Identified Available the Expansion Space upon on the terms and conditions set forth in the Expansion NoticeNotice (including the Expansion Space FMR/Concessions), in which event Landlord and Tenant shall within a period of 15 thereafter days execute and deliver an amendment to this Lease or a lease agreement for the Expansion Space, or (3) desires to lease the Expansion Space but in good faith disagrees with the proposed Expansion Space FMR/Concessions, in which event Landlord and Tenant shall, for a period of up to 15 days, negotiate in good faith for Tenant’s lease of the Expansion Space on mutually acceptable Expansion Space FMR/Concessions. If Landlord and Tenant are unable to agree on the Market Rate for the Available Expansion Space FMR/Concessions within such 15 day period after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Noticefaith, the applicable Market Rate will be determined through parties shall proceed to arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlordas set forth below.
Appears in 1 contract
Samples: Lease Agreement (REGENXBIO Inc.)
Expansion in the Building. If at any time any Available Space (as defined below) in the Project becomes available for lease, Landlord shall give notice of such availability to Tenant. Tenant shall, during shall have a period of [***] business days within which to notify Landlord whether to accept or reject the Base Term, have the one-time right, but not the obligation, opportunity to expand the Premises Premises. If Tenant elects to accept such expansion opportunity, Tenant shall notify Landlord in writing before the end of such [***] business day period. Tenant’s failure to respond by the end of such [***] business day period shall conclusively mean that Tenant has rejected such expansion opportunity. If Tenant has timely accepted such expansion opportunity, Landlord shall thereafter, for a period of up to [***] days, negotiate in good faith with Tenant for Tenant’s lease of such space on such terms as shall be acceptable to Landlord and Tenant (the “Expansion Negotiation Right”) to include any Available Space in the Building upon the terms and conditions set forth in this Section). For purposes of this Section 39(a), “Available Space” shall mean any space located on the balance of the rentable square footage first or second floor in the Building not already included as part of the Premises, which Project that is not occupied by a tenant or which that is occupied by an existing tenant whose lease is expiring within 6 [***] months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there Provided that no right to expand is exercised by any Available Space in the Buildingtenant with superior rights, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified the Available Space upon the terms and conditions set forth in the Expansion Notice. If conditions, if any, agreed to by Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance . Exhibit G attached hereto identifies those tenants with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlordsuperior expansion rights.
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Expansion in the Building. Tenant shall, during the Base Term, shall have the one-time right, but not during the obligationBase Term and the Extension Term (“Expansion Expiration Date”), to elect to expand the Premises (the “Expansion Right”) to include any Available Space in the Building Building, upon the terms and conditions set forth in this Section. For purposes of this Section 39(a11(a), “Available Space” shall mean the balance all or a portion of that certain space which is, as of the rentable square footage date of this First Amendment, leased to Forma Therapeutics, Inc. (“Forma”) in the Building not already included as part event that Forma (or an affiliate or assignee of the Premises, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant Forma) does not wish to renew (whether or not such tenant Forma (or its affiliate or assignee, if applicable) has a right to renew) its occupancy of such space. If there is any Available Space in the BuildingSpace, Landlord shall, at within a reasonable period after Landlord determines that such time as Landlord shall elect so long as Tenant’s rights hereunder are preservedAvailable Space will become available for lease to a third party (other than Forma), but in any event prior to the offering of the Available Space for lease to any third party (other than Forma), deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the fair market terms and conditions (including base rent) on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a11(a) only with respect to the entire Available Space described in such the Expansion Notice (“Identified Available Space”)Notice. Tenant shall have 5 ten (10) business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon If the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant parties are unable to agree on the Market Rate for the Available Space after negotiating in good faith fair market terms within 5 thirty (30) days after Tenant’s delivery to Landlord of an Exercise Notice, the applicable Market Rate will fair market terms shall be determined through by arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter 39(b) of the original Lease. If the fair market terms are not determined prior to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term commencement date of the Lease with respect to the Identified Available Space, Tenant shall pay Landlord base rent on a per rentable square foot basis for the Available Space may not be co-terminous with in an amount equal to the Term Base Rent then being paid by Tenant on a per rentable square foot basis for the Expansion Premises until such fair market terms have been determined. Tenant acknowledges and agrees that the term of the Lease with respect to the original Premisesexisting Premises and the term of the Lease with respect to the Available Space shall be co-terminous. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a11(a) shall no longer apply after the date that is 9 nine (9) months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 4039 of the original Lease. If Tenant fails Tenant’s failure to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) be an election by Tenant not to lease exercise Tenant’s Expansion Right with respect to the Identified Available Space, and in which case Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord; provided, however, that if Landlord intends to lease the Available Space to a third party for less than ninety-five percent (95%) of the net effective rent contained in the Expansion Notice, then prior to leasing the Available Space to a third party, Landlord shall again give Tenant an Expansion Notice and Tenant shall again have its Expansion Right with respect to the Available Space, subject to the terms and conditions of this Section 11(a).
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Expansion in the Building. Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a), “Available Space” shall mean the balance of the rentable square footage any space in the Building not already included as part of the PremisesBuilding, which after the initial lease-up of such space is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the Building, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; Space (provided that Base Rent shall be in the event there are at least five (5) years remaining on the Market Rate (Term as defined in Section 40(a) below) of the date of Landlord’s delivery of the Expansion Notice, the Expansion Notice for such Available Space. Tenant Space shall be entitled to exercise its right under this Section 39(afor a term that is Building 1 (AOTC) only / Kymera Therapeutics, Inc. - Page 40 Exhibit 10.13 co-terminus with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”existing Term). Tenant shall have 5 10 business days following delivery of the Expansion Notice to deliver to Landlord written notification of TenantXxxxxx’s exercise of the Expansion Right Right. Provided that no right to expand is exercised by any tenant with respect to the Identified Available Space (“Exercise Notice”). superior rights, Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Notwithstanding the foregoing, nothing herein shall prevent Landlord from keeping space vacant or from using space for Amenities or for Landlord’s other purpose (or from leasing the space to affiliates of Landlord in connection therewith), and Tenant are unable in any such case, Landlord shall not be required to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of give an Exercise Expansion Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall not have no right thereafter to rescind or elect an Expansion Right with respect thereto and such space shall not to lease the be considered Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.
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Expansion in the Building. Subject to the rights of existing tenants of the Project and to the terms of this Section 39(a), Tenant shall, during the Base Term, shall have the one-time rightright during the Base Term with respect to each portion of the Expansion Space described below, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available Expansion Space” shall mean the balance of the rentable square footage that certain space in the Building not already included commonly known as: (1) Suite 200, containing approximately 9,143 rentable square feet; (2) Suite 205, containing approximately 6,291 rentable square feet; (3) Suite 210, containing approximately 7,007 rentable square feet; and (4) Suite 215, containing approximately 8,385 rentable square feet, all as part of more specifically described on Exhibit K attached hereto, to the Premises, which extent each such space is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available all or a portion of the Expansion Space in the Buildingbecomes available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Expansion Space. For the avoidance of doubt, Tenant shall be entitled required to exercise its right under this Section 39(a) only with respect to all of the entire Available Space space described in such the Expansion Notice (“Identified Available Expansion Space”). For the avoidance of any doubt, Tenant shall continue to be entitled to an Expansion Notice pursuant to this Section 39(a) with respect to any portion of the Expansion Space which has not previously been identified in an Expansion Notice as Identified Expansion Space (for example, if Landlord delivers an Expansion Notice identifying Suite 200 and 205 as the Identified Expansion Space, Tenant shall continue to be entitled to an Expansion Notice with respect to Xxxxx 000 xxx Xxxxx 000). The term of this Lease with respect to the Identified Expansion Space may not be co-terminous with the Term of this Lease with respect to the then-existing Premises. Tenant shall have 5 business days following delivery receipt of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right (“Exercise Notice”) with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to does not deliver an Exercise Notice to Landlord for the Identified Available Space within the required such 5 business day period, then Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Expansion Space, and Landlord shall have the right to lease the Identified Available Expansion Space to any third party on any terms and conditions acceptable to Landlord.
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Expansion in the Building. Subject to the terms of this Section 39(a) and the superior rights identified in Section 39(e) below, the first time after all or a portion of the ROFO Space becomes available after the initial leasing of the ROFO Space to one or more third parties, Tenant shall, during the Base Term, shall have the a one-time right, but not the obligation, subject to the terms of this Section 39(a), to expand the Premises (the “Expansion RightRight of First Offer”) to include any Available the ROFO Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available ROFO Space” shall mean any space on the balance 3rd, 5th, and 8th floors of the rentable square footage in the Building not already included as part of the PremisesBuilding, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available The first time after the initial leasing of the ROFO Space in to one or more this parties that all or a portion of the BuildingROFO Space will become available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion ROFO Notice”) of the availability of such Available ROFO Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available ROFO Space; provided that Base Rent for the ROFO Space shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space). Tenant shall be entitled required to exercise its right under this Section 39(a) only with respect to all of the entire Available ROFO Space described in such Expansion the ROFO Notice (the “Identified Available ROFO Space”). Tenant acknowledges and agrees that the term of the Lease with respect to the ROFO Space may not be co-terminous with the term of the Lease with respect to the then-existing Premises. In no event shall the Work Letter apply with respect to the ROFO Space. Tenant shall have 5 business 10 days following delivery receipt of the Expansion ROFO Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion its Right of First Offer with respect to the Identified Available ROFO Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available ROFO Space after negotiating in good faith within 5 10 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40below. If Tenant fails to does not deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business such 10 day period, then Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available ROFO Space, and Landlord shall have the right to lease the Identified Available ROFO Space to any third party on any terms and conditions acceptable to Landlord.
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Expansion in the Building. Tenant shall, shall have a one-time right during the Base Term, have the one-time right, but not the obligation, subject to the terms of this Section 39(a), to expand the Premises (the “Expansion RightRight of First Offer”) to include any Available the ROFO Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available ROFO Space” shall mean any leasable space on the balance 2nd floor of the rentable square footage in the Building not already included as part of the Premises, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is Tenant acknowledges that if Landlord so elects, in its sole and absolute discretion, all or any Available portion of the ROFO Space may be built out by Landlord on a “spec” basis and offered to Tenant in the Building, such condition pursuant to this Section 39(a). Landlord shall, at such time as Landlord shall elect so long as TenantXxxxxx’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion ROFO Notice”) of the availability of such Available ROFO Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available ROFO Space. Tenant shall be entitled required to exercise its right under this Section 39(a) only with respect to all of the entire Available ROFO Space described in such Expansion the ROFO Notice (the “Identified Available ROFO Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term term of the Lease with respect to the Identified Available ROFO Space may not be co-terminous with the Term term of the Lease with respect to the original then-existing Premises. Notwithstanding anything In no event shall the Work Letter apply with respect to the contrary contained herein, ROFO Space. Tenant shall have no right 5 days following receipt of the ROFO Notice to deliver to Landlord written notification of Xxxxxx’s exercise the Expansion its Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior First Offer with respect to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40Identified ROFO Space (“Exercise Notice”). If Tenant fails to does not deliver an Exercise Notice to Landlord for the Identified Available Space within the required such 5 business day period, then Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available ROFO Space, and Landlord shall have the right to lease the Identified Available ROFO Space to any third party on any terms and conditions acceptable to Landlord.
Appears in 1 contract
Samples: Lease Agreement (RayzeBio, Inc.)
Expansion in the Building. Tenant shall, shall have a one-time right during the Base Term, have the one-time right, but not the obligation, subject to the terms of this Section 39(a), to expand the Premises (the “Expansion RightRight of First Offer”) to include any Available the ROFO Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available ROFO Space” shall mean any leasable space on the balance 2nd floor of the rentable square footage in the Building not already included as part of the Premises, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is Tenant acknowledges that if Landlord so elects, in its sole and absolute discretion, all or any Available portion of the ROFO Space may be built out by Landlord on a “spec” basis and offered to Tenant in the Building, such condition pursuant to this Section 39(a). Landlord shall, at such time as Landlord shall elect so long as Tenant’s Texxxx’x rights hereunder are preserved, deliver to Tenant written notice (the “Expansion ROFO Notice”) of the availability of such Available ROFO Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available ROFO Space. Tenant shall be entitled required to exercise its right under this Section 39(a) only with respect to all of the entire Available ROFO Space described in such Expansion the ROFO Notice (the “Identified Available ROFO Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term term of the Lease with respect to the Identified Available ROFO Space may not be co-terminous with the Term term of the Lease with respect to the original then-existing Premises. Notwithstanding anything In no event shall the Work Letter apply with respect to the contrary contained herein, ROFO Space. Tenant shall have no right 5 days following receipt of the ROFO Notice to deliver to Landlord written notification of Texxxx’x exercise the Expansion its Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior First Offer with respect to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40Identified ROFO Space (“Exercise Notice”). If Tenant fails to does not deliver an Exercise Notice to Landlord for the Identified Available Space within the required such 5 business day period, then Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available ROFO Space, and Landlord shall have the right to lease the Identified Available ROFO Space to any third party on any terms and conditions acceptable to Landlord.
Appears in 1 contract
Samples: Lease Agreement (RayzeBio, Inc.)
Expansion in the Building. In the event the Termination Contingency is satisfied, then subject to the rights of existing tenants of the Project and to the terms of this Section 7, Tenant shall, during the Base Term, shall have the a one-time rightright following the satisfaction of the Termination Contingency, but not the obligation, subject to the terms of this Section 7, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this SectionSection 7. For purposes of this Section 39(a7(a), “Available Expansion Space” shall mean the balance space on Floor 3 of the rentable square footage in the Building not already included as part of the PremisesBuilding, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 18 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available all or a portion of the Expansion Space in becomes available and the BuildingTermination Contingency has been satisfied, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided Expansion Space (it being agreed that Base Rent it shall be at co- terminous with the Market Rate (as defined in Section 40(a) below) for such Available SpaceSixth Amendment Expiration Date if the Expansion Notice is delivered prior to October 31, 2026). For the avoidance of doubt, Tenant shall be entitled required to exercise its right under this Section 39(a7(a) only with respect to all of the entire Available Space space described in such the Expansion Notice (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant Txxxxx acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term term of the this Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.respect
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Expansion in the Building. Subject to the terms of this Section 39(a), Tenant shall, shall have the [***] right during the Base Term, have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available Expansion Space” shall mean the balance of the rentable square footage in the Building not already included as part of the Premises, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space[***]. If there is any Available [***] the Expansion Space in the Buildingbecomes available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with [***]. For the terms and conditions on which Landlord is prepared to lease avoidance of doubt, Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to may only exercise its right rights under this Section 39(a) only with respect to all of the entire Available Space space (as opposed to only part of the space) described in such the Expansion Notice (“Identified Available Expansion Space”). The term of this Lease with respect to the Identified Expansion Space [***]. Tenant shall have 5 business days [***] following delivery receipt of the Expansion Notice to deliver to Landlord written notification of TenantTxxxxx’s exercise of the Expansion Right (“Exercise Notice”) with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to does not deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day such [***] period, then Tenant shall be deemed to have forever waived its rights under this Section 39(a) with respect to lease the Identified Available Expansion Space, and Landlord shall have the right to lease the Identified Available Expansion Space to any third party on any terms and conditions acceptable to Landlord. Notwithstanding anything to the contrary contained in this Section 39(a), if Tenant does not exercise its Expansion Right with respect to the Identified Expansion Space and Landlord intends to lease the Expansion Space to a third party for [***] less than [***] of the rental rate set forth in the Expansion Notice, as reasonably determined by Landlord, then Tenant’s Right of First Offer with respect to the Identified Expansion Space shall be restored.
Appears in 1 contract
Samples: Lease Agreement (Vaxcyte, Inc.)
Expansion in the Building. Tenant shallSubject to rights granted to other tenants of the Project prior to the date of this Lease, each time during the Base Term, have the one-time right, but not the obligation, Term that Landlord intends to expand the Premises accept a written proposal (the “Expansion RightPending Deal”) to include any lease the Available Space in (as hereinafter defined) to a third party, Landlord shall deliver to Tenant written notice (the Building upon “Pending Deal Notice”) of the terms and conditions set forth in this Sectionexistence of such Pending Deal. For purposes of this Section 39(a35(a), “Available Space” shall mean the balance those certain portions of the rentable square footage in the Building not already included as part second floor of the PremisesProject shown on Exhibit A, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the Building, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a35(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”)Pending Deal Notice. Tenant shall have Within 5 business days following delivery after Tenant’s receipt of the Expansion Notice to Pending Deal Notice, Tenant shall deliver to Landlord written notification of Tenant’s exercise of notice (the Expansion Right with respect to the Identified Available “Space (“Exercise Acceptance Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, ) if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not elects to lease the Available Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the Available Space pursuant to this Section 35(a) is hereinafter referred to as the “Right of First Refusal.” If Tenant acknowledges elects to lease the Available Space described in the Pending Deal Notice by delivering the Space Acceptance Notice within the required 5 business day period, Tenant shall be deemed to agree to lease the Available Space on the same general terms and conditions as this Lease except that the Term terms of this Lease shall be modified to reflect the terms of the Pending Deal. The term of the Lease with respect to the Identified Available Space shall be the term reflected in the Pending Deal, which Tenant acknowledges and agrees may not be co-terminous with the Term of the this Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant in no event shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer Work Letter apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40Available Space. If Tenant fails to deliver an Exercise a Space Acceptance Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a35(a) with respect to lease the Identified Available Space, Space identified in the Pending Deal Notice and Landlord shall have the right to lease the Identified such Available Space to any the third party on subject to the Pending Deal (or an affiliate of such third party) (“Pending Deal Party”). Notwithstanding the foregoing, Tenant’s Right of First Refusal shall be restored if Landlord fails to enter into an agreement to lease the Available Space to the Pending Deal Party within 6 months after Landlord’s delivery of the Pending Deal Notice to Tenant; provided, however, that in no event shall the Right of First Refusal continue after the expiration of the Base Term. In no event shall Landlord be required to disclose the identity of any terms and conditions acceptable Pending Deal Party to LandlordTenant.
Appears in 1 contract
Samples: Lease (Sage Therapeutics, Inc.)
Expansion in the Building. Following the first time after the date of this Lease that Landlord leases the Expansion Space to a third party, Tenant shall, during the Base Term, have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a), “Available Expansion Space” shall mean the balance of the rentable square footage third floor in the Building not already included as part of the PremisesBuilding, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the BuildingExpansion Space, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available the Expansion Space; provided that Base Rent for the Expansion Space shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space). Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Expansion Space described identified in such the Expansion Notice (“Identified Available Expansion Space”). Tenant shall have 5 10 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right (“Exercise Notice”) with respect to the Identified Available Space (“Exercise Notice”)Expansion Space. Tenant shall be entitled to lease such the Identified Available Expansion Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Identified Expansion Space after negotiating in good faith within 5 business days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b)) below. Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant The term of the Lease with respect to this Section 39(a), Tenant the Identified Expansion Space shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that be co-terminous with the Term of the Lease with respect to the Identified Available then-existing Premises so long as there would be at least 60 months of Term remaining with respect to the then- existing Premises as of the commencement date of the Lease with respect to the Expansion Space; otherwise, the term of the Lease with respect to the Expansion Space may not be co-terminous with the Term of the Lease with respect to the original then-existing Premises. Notwithstanding anything to the contrary contain herein, in no event shall the Work Letter apply to the Identified Expansion Space. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Expansion Space within the required 10 business day period, Tenant shall be deemed to have waived its rights under this Section 39(a) to lease the Expansion Space, and Landlord shall have the right to lease the Expansion Space to any third party on any terms and conditions acceptable to Landlord. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 12 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.
Appears in 1 contract
Expansion in the Building. Subject to the terms of this Section 40, Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a40(a), “Available Space” shall mean the balance Suite 1B of the Building, consisting of 4,372 rentable square footage in feet on the Building not already included as part first floor of the PremisesBuilding, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the Building, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent . The term of the lease for the Available Space shall be at coterminous with the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”)original Premises. Tenant shall have 5 3 business days following delivery receipt of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect Right. If Tenant fails to exercise its Expansion Right, Landlord shall not be required to re-offer the Identified Available Space to Tenant until (“Exercise Notice”assuming Landlord fails to lease the Available Space to another tenant) at least 6 months have passed following the Expansion Notice and/or the space becomes Available Space again after having been leased to another tenant (and such tenant does not wish to renew whether or not such tenant has a right to renew). Tenant shall be entitled acknowledges that Landlord is currently attempting to lease such Identified the Available Space upon to other third parties and that, notwithstanding anything to the terms contrary contained herein, Landlord shall have no obligation to provide Tenant with an Expansion Notice and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable Right shall not apply to agree on the Market Rate any leases entered into for the Available Space after negotiating with other third parties in good faith within 5 days after Tenant’s delivery 2012 (even though such leases may provide for lease terms commencing in 2013 and extending for the term of an Exercise Noticethis Lease, such that Tenant may never have the applicable Market Rate will be determined through arbitration in accordance with Section 40(bright to exercise its Expansion Right). Multi-Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. 161 First/Seres Health - Page 28 Notwithstanding anything to the contrary contained herein, Tenant shall have no right as a condition to exercise leasing the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day periodto Tenant, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to require Tenant to extend the term of this Lease until December 31, 2016, in which case Tenant shall continue to lease the Identified Available Space to any third party original Premises on any all of the terms and conditions acceptable of this Lease except that Base Rent for the original Premises shall be adjusted on the first day of the 25th month after the Commencement Date and on each annual anniversary thereof (each, an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by 3% and adding the resulting amount to Landlordthe Base Rent payable immediately before such Adjustment Date. Tenant shall be required to pay Base Rent for the Available Space as provided for in the Expansion Notice. In addition, Landlord may impose a market rent for the parking rights provided hereunder.
Appears in 1 contract
Expansion in the Building. Subject to the terms of this Section 39(a), Tenant shall, shall have the [***] right during the Base Term, have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available Expansion Space” shall mean the balance of the rentable square footage in the Building not already included as part of the Premises, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space[***]. If there is any Available [***] the Expansion Space in the Buildingbecomes available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with [***]. For the terms and conditions on which Landlord is prepared to lease avoidance of doubt, Tenant such Available Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to may only exercise its right rights under this Section 39(a) only with respect to all of the entire Available Space space (as opposed to only part of the space) described in such the Expansion Notice (“Identified Available Expansion Space”). The term of this Lease with respect to the Identified Expansion Space [***]. Tenant shall have 5 business days [***] following delivery receipt of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right (“Exercise Notice”) with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to does not deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day such [***] period, then Tenant shall be deemed to have forever waived its rights under this Section 39(a) with respect to lease the Identified Available Expansion Space, and Landlord shall have the right to lease the Identified Available Expansion Space to any third party on any terms and conditions acceptable to Landlord. Notwithstanding anything to the contrary contained in this Section 39(a), if Tenant does not exercise its Expansion Right with respect to the Identified Expansion Space and Landlord intends to lease the Expansion Space to a third party for [***] less than [***] of the rental rate set forth in the Expansion Notice, as reasonably determined by Landlord, then Tenant’s Right of First Offer with respect to the Identified Expansion Space shall be restored.
Appears in 1 contract
Samples: Lease Agreement (Codexis, Inc.)
Expansion in the Building. Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”"EXPANSION RIGHT") to include any Available Space space available in the Building which has never been leased to any other tenant (the "EXPANSION SPACE") upon the terms and conditions set forth in this SectionSection 39. For purposes of this Section 39(a), “Available Space” Tenant's Expansion Right shall mean the balance of the rentable square footage not apply to any space in the Building not already included as part once it has been let to any third party tenant. If at any time Landlord reasonably believes that a prospective tenant (a "NEW TENANT") for any of the PremisesExpansion Space is about to sign a letter of intent to lease all or any portion of the Expansion Space, which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish Landlord shall deliver to renew Tenant: (whether or not such tenant has a right to renewi) its occupancy written notice of such space. If there is any Available Space in the Building, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice fact (the “"EXPANSION NOTICE") describing the portion of the Expansion Notice”Space (the "NOTICE SPACE") to be subject to such letter of such Available Spaceintent, together and (ii) a draft amendment to this Lease (the "EXPANSION AMENDMENT") adding the Notice Space to the Premises demised hereunder to be leased for the then remaining Term hereof (and any Extension Terms duly elected by Tenant), for the Base Rent then payable hereunder, to be improved subject to, and with the same Tenant Improvement Allowance as is set forth in, the Work Letter hereto, and otherwise on the same terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided that Base Rent shall be at as are set forth in this Lease and with (i) the Market Rate (as defined in Section 40(a) below) schedule for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in build-out of such Expansion Notice Space to start as of the date of execution of the Lease amendment under which such Expansion Space is to be let as the beginning of such schedule and (“Identified Available Space”)ii) appropriate adjustments to Tenant's Share. Tenant shall have 5 10 business days following delivery of the Expansion Notice in which to deliver exercise the Expansion Right by delivering to Landlord written notification of Tenant’s exercise 4 fully executed copies of the Expansion Amendment. Upon receipt, Landlord shall promptly execute two copies of such Expansion Amendment and return them to Tenant. In addition, Tenant may, at any time it has an Expansion Right with respect to the Identified Available any Expansion Space deliver a notice to Landlord electing to Lease all or a portion of such Expansion Space (“Exercise Notice”). unless the remaining Expansion Space on either floor on the Building would be 10,000 square feet or less, In which case Tenant shall be entitled must elect to lease all of such Identified Available Space upon Expansion Space) on the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlorddescribed above.
Appears in 1 contract
Samples: Lease Agreement (Biogen Inc)
Expansion in the Building. Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a), “Available Space” shall mean the balance of the rentable square footage any space in the Building not already included as part of the PremisesBuilding, which after the initial lease-up of such space is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the Building, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; Space (provided that Base Rent shall be in the event there are at least five (5) years remaining on the Market Rate (Term as defined in Section 40(a) below) of the date of Landlord’s delivery of the Expansion Notice, the Expansion Notice for such Available Space. Tenant Space shall be entitled to exercise its right under this Section 39(a) only for a term that is co-terminus with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”existing Term). Tenant shall have 5 10 business days following delivery of the Expansion Notice to deliver to Landlord written notification of TenantXxxxxx’s exercise of the Expansion Right Right. Provided that no right to expand is exercised by any tenant with respect to the Identified Available Space (“Exercise Notice”). superior rights, Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Notwithstanding the Building 1 (AOTC) / Kymera Therapeutics, Inc. - Page 40 Exhibit 10.13 foregoing, nothing herein shall prevent Landlord from keeping space vacant or from using space for Amenities or for Landlord’s other purpose (or from leasing the space to affiliates of Landlord in connection therewith), and Tenant are unable in any such case, Landlord shall not be required to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of give an Exercise Expansion Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall not have no right thereafter to rescind or elect an Expansion Right with respect thereto and such space shall not to lease the be considered Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.
Appears in 1 contract
Expansion in the Building. Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any the Available Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a36(a), “Available Space” shall mean the balance of entire Suite 110 and/or the rentable square footage entire Suite 120 in the Building not already included as part of if the Premises, which same is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the Building, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space; provided . Tenant acknowledges that the Base Rent for the Available Space shall be at the Market Rate (greater of the fair market rental value of such space, as defined in Section 40(a) below) determined by Landlord, and the base rent per square foot which Tenant is then paying for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”)Premises. Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right Right. Provided that no right to expand is exercised by any tenant with respect to the Identified Available Space (“Exercise Notice”). superior rights, Tenant shall be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord.
Appears in 1 contract
Expansion in the Building. Tenant shall, shall have the ongoing right during the Base Term, have subject to any superior rights existing as of the one-time rightdate of the Lease of any existing tenants of the Project, but not the obligation, subject to the terms of this Section 10, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this SectionSection 10. For purposes of this Section 39(a10(a), “Available Expansion Space” shall mean the balance of the rentable square footage any space in the Building not already included as part of the PremisesBuilding, which is not occupied by a tenant or which is occupied by an a then-existing tenant whose lease is expiring within 6 9 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available all or a portion of the Expansion Space in the Buildingbecomes available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Expansion Space; , provided that Base Rent the base rent payable with respect to such Expansion Space shall be payable at the a Market Rate (as defined in Section 40(a) below) for such Available Space). For the avoidance of doubt, Tenant shall be entitled required to exercise its right under this Section 39(aCertain information, as identified by [***], has been excluded from this agreement because it (i) only with respect to the entire Available Space described in such Expansion Notice is not material and (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall ii) would be entitled to lease such Identified Available Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, competitively harmful if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Space, and Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlordpublicly disclosed.
Appears in 1 contract
Samples: Sixth Amendment Work Letter (Adaptive Biotechnologies Corp)
Expansion in the Building. Subject to the superior rights of any tenants of the Building existing as of the date of this Seventh Amendment, Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, during the Term, to expand the Premises (the “Expansion Right”) to include any Available Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a14(a), “Available Space” shall mean that certain space located on the balance second and third floors of the rentable square footage in the Building not already included as part of the Premisesdescribed on Exhibit D attached hereto, which is not occupied by a an existing tenant or which is occupied by an existing a tenant whose lease is expiring within 6 months or less and such then tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the BuildingSpace, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of such Available Space (“Identified Space”), together with the terms and conditions (including base rent) on which Landlord is prepared to lease Tenant such Available Identified Space; , provided that Base Rent the base rent payable with respect to the Identified Space shall be at the Market Rate (as defined in Section 40(a6(b) below) for such Available Spaceabove. Tenant shall be entitled to exercise its right under this Section 39(a14(a) only with respect to the entire Available Identified Space described in such Expansion Notice (“Identified Available Space”)Notice. Tenant shall have 5 business 10 days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Space upon If the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant parties are unable to agree on the Market Rate for payable with respect to the Available Identified Space after negotiating in good faith within 5 30 days after Tenant’s delivery to Landlord of an Exercise Notice, then the applicable Market Rate will payable with respect to Identified Space shall be determined through by arbitration in accordance with pursuant to Section 40(b)) of the original Lease. Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term The term of the Lease with respect to the Identified Available Space may not shall be co-terminous with the Term of the Lease for the existing Premises; provided, however, that (1) if less than 3 years are remaining in the Base Term of the Lease at the time Landlord delivers an Expansion Notice, then Tenant’s exercise of the Expansion Right with respect to the original Premises. Notwithstanding anything to Identified Space shall be contingent on Tenant’s exercising its first Extension Right simultaneously with its Exercise Notice, and (2) if less than 3 years are remaining in the contrary contained hereinfirst Extension Term at the time Landlord delivers an Expansion Notice, Tenant shall have no right to then Tenant’s exercise of the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior with respect to the expiration of the Base Term if Tenant has not exercised Identified Space shall be contingent on Tenant’s exercising its second Extension Right pursuant to Section 40simultaneously with its Exercise Notice. If Tenant fails Tenant’s failure to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) be an election by Tenant not to lease exercise Tenant’s Expansion Right with respect to the Identified Available Space, and in which case Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to Landlord; provided, however, that if (x) Landlord intends to lease the Identified Space to a third party for less than ninety percent (90%) of the net effective rent contained in the Expansion Notice, or (y) Landlord fails to enter into an agreement to lease the Identified Space within 9 months after Landlord’s delivery of the applicable Expansion Notice to Tenant, then prior to leasing the Identified Space to a third party, Landlord shall again give Tenant an Expansion Notice and Tenant shall again have its Expansion Right with respect to such Identified Space, subject to the terms and conditions of this Section 14(a). Notwithstanding anything to the contrary contained herein, Tenant’s Expansion Right shall be null and void and of no further force or effect after (i) the date that is 9 months prior to the expiration date of the Base Term if Tenant has not exercised its first Extension Right pursuant to Section 40(a) of the original Lease, and (ii) the date that is 9 months prior to the expiration of the first Extension Term if Tenant has not exercised its second Extension Right pursuant to Section 40(a) of the original Lease.
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Samples: Lease (Sarepta Therapeutics, Inc.)
Expansion in the Building. Tenant shall, during the Base Term, shall have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available Expansion Space in the Building Building; upon the terms and conditions set forth in this Section. For purposes of this Section 39(a9(a), “Available Expansion Space” shall mean the balance of the rentable square footage in third floor of the Building not already included as part of the Premises, which is not occupied by a an existing tenant or which is occupied by an existing a tenant whose lease is expiring within 6 months or less and such then-current tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available Space in the BuildingExpansion Space, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, promptly deliver to Tenant written notice (the “Expansion Notice”) of such Available Expansion Space (“Identified Space”), together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Identified Space; provided that Base Rent , which shall be at include Landlord’s proposal of the Market Rate (as defined in Section 40(a) below) for such Available the Identified Space. Tenant shall be entitled to exercise its right under this Section 39(a9(a) only with respect to the entire Available Identified Space described in such Expansion Notice (“Identified Available Space”)Notice. Tenant shall have 5 10 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant The term of the Lease for the Identified Space will be coterminous with the Base Term, as the same may be extended. If less than three (3) years remain on the Base Term, as may be extended, at the time of Tenant’s Exercise Notice, then (i) the lease term for the Identified Space shall be entitled three (3) years, (ii) the Base Term will be extended by the length of time necessary to be coterminous with the lease term for the Identified Space (such extended portion of the Base Term being called the “Stub Term”), and (iii) Base Rent for the Premises for the Stub Term shall equal the Base Rent on a per rentable square foot basis for the Identified Available Space upon for such period as determined in accordance with this Section 9. Tenant’s Exercise Notice may, at Tenant’s election, contain an objection to Landlord’s proposal of Market Rate for the terms Identified Space, in which case, for a period of thirty (30) days thereafter (the “Expansion Rent Negotiation Period”) the parties shall attempt in good faith to determine the Market Rate for the Identified Space; and conditions set forth in the Expansion Notice. If if Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery to agree, in their respective sole discretion, upon a mutually satisfactory Market Rate by the expiration of an Exercise Noticethe Expansion Rent Negotiation Period, then the applicable Market Rate will be determined through arbitration in accordance with the arbitration method as described in Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term 39(b) of the Lease with respect to the Identified Available Space may not be co-terminous with phrase “Expansion Proposal” being substituted for the Term of the Lease with respect to the original Premisesphrase “Extension Proposal” therein. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a9(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 4039 of the Lease. If Tenant fails Tenant’s failure to deliver an Exercise Notice to Landlord for the Identified Available Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) be an election by Tenant not to lease exercise Tenant’s Expansion Right with respect to the Identified Available Space, and in which case Landlord shall have the right to lease the Identified Available Space to any third party on any terms and conditions acceptable to LandlordLandlord and Tenant’s Expansion Right shall survive only with respect to any remaining Expansion Space not identified at that time or previously as Identified Space. 300 Technology Square/Elan For purposes of clarification, if the Base Term is extended pursuant to the above provisions of this Section 9(a) for a Stub Term, then the extension right provided for under Section 39 of the Lease shall apply with full force and effect at the end of the Stub Term with respect to the entire Premises.
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Samples: Lease Agreement (Elan Corp PLC)
Expansion in the Building. Tenant shall, during the Base Term, have the one-time right, but not the obligation, to expand the Premises (the “Expansion Right”) to include any Available the Expansion Space in the Building upon the terms and conditions set forth in this Section. For purposes of this Section 39(a), “Available Expansion Space” shall mean the balance that certain portion of the Building, consisting of approximately 4,764 rentable square footage in feet as shown on Exhibit G attached hereto, to the Building not already included as part of the Premises, which extent that such Expansion Space is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. If there is any Available the Expansion Space in the Buildingbecomes available, Landlord shall, at such time as Landlord shall elect so long as Tenant’s rights hereunder are preserved, deliver to Tenant written notice (the “Expansion Notice”) of the availability of such Available Expansion Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Expansion Space; provided that Base Rent shall be at the Market Rate (as defined in Section 40(a) below) for such Available Space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the entire Available Space described in such Expansion Notice (“Identified Available Space”). Tenant shall have 5 business days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right with respect to the Identified Available Space (“Exercise Notice”). Tenant shall be entitled to lease such Identified Available Expansion Space upon the terms and conditions set forth in the Expansion Notice. If Landlord and Tenant are unable to agree on the Market Rate for the Available Space after negotiating in good faith within 5 days after Tenant’s delivery of an Exercise Notice, the applicable Market Rate will be determined through arbitration in accordance with Section 40(b). Tenant acknowledges and agrees that, if Tenant has delivered an Exercise Notice pursuant to this Section 39(a), Tenant shall have no right thereafter to rescind or elect not to lease the Available Space. Tenant acknowledges that the Term of the Lease with respect to the Identified Available Space may not be co-terminous with the Term of the Lease with respect to the original Premises. Notwithstanding anything to the contrary contained herein, Tenant shall have no right to exercise the Expansion Right and the provisions of this Section 39(a) shall no longer apply after the date that is 9 months prior to the expiration of the Base Term if Tenant has not exercised its Extension Right pursuant to Section 40. If Tenant fails to deliver an Exercise Notice to Landlord for the Identified Available Expansion Space within the required 5 business day period, Tenant shall be deemed to have forever waived its rights under this Section 39(a) to lease the Identified Available Expansion Space, and Landlord shall have the right to lease the Identified Available Expansion Space to any third party on any terms and conditions acceptable to Landlord.
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